ex4_1.htm


    Exhibit
4.1

     

    [CERTIFICATE]

     

    
      	 
      	 
      	 
      
	
              NUMBER

            	 
      	
              SHARES

            
	 
      	 
      
	
              COMMON
      STOCK

              PAR
      VALUE $.01

            	 
      	
              COMMON
      STOCK

              PAR
      VALUE $.01

            
	 
      	 
      
	
              THIS
      CERTIFICATE IS TRANSFERABLE

              IN
      THE CITY OF NEW YORK, NY

            	 
      	
              CUSIP
      559775 10 1

              SEE
      REVERSE FOR CERTAIN DEFINITIONS

            


    

     

    MAGUIRE
PROPERTIES, INC.

     

    INCORPORATED
UNDER THE LAWS OF THE STATE OF MARYLAND

     

    This
Certifies that

     

    is the
record holder of

     

    FULLY
PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

     

    Maguire
Properties, Inc. transferable on the books of the Corporation by the holder
hereof, in person or by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
by the Transfer Agent and registered by the Registrar.

     

    Witness
the facsimile seal of the Company and the facsimile signatures of its duly
authorized officers.

     

    Dated:

     

    
      	 
      	 
      	 
      
	
              COUNTERSIGNED
      AND REGISTERED: 

              AMERICAN STOCK TRANSFER & TRUST COMPANY

            
	 
      
	
              TRANSFER
      AGENT AND REGISTRAR,

            
	 
      	 
      
	
              By:

            	 
      	 
      
	 
      	 
      	
              AUTHORIZED
      SIGNATURE

            


    

     

    [MAGUIRE
PROPERTIES, INC. CORPORATE SEAL]

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Nelson C. Rising

            	
                

            	 
      	
                

            	
              /s/
      Jonathan Abrams

            
	
              CHIEF
      EXECUTIVE OFFICER

            	
                

            	 
      	
                

            	
              SECRETARY

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     THE
SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE
PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY
PROVIDED IN THE CORPORATION’S ARTICLES OF AMENDMENT AND RESTATEMENT, (i) NO
PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON
STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE
RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION; (ii) NO
PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK THAT WOULD
RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE
OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND
(iii) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD
RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100
PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO
BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK IN VIOLATION OF THE
ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE
RESTRICTIONS ON TRANSFER OR OWNERSHIP IS VIOLATED, THE SHARES OF COMMON STOCK
REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST
FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE
CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE
BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES
THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS
DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED
TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB
INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE ARTICLES OF AMENDMENT
AND RESTATEMENT OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN
THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON
TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF COMMON
STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO
THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

     

    The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              TEN COM

            	
                

            	
              -

            	
                

            	
              as tenants in common

            	
                

            	 
      	
                

            	
              UNIF GIFT MIN ACT -

            	
                

            	 
      	
                

            	
              Custodian

            	
                

            	 
      
	
              TEN
      ENT

            	
                

            	
              -

            	
                

            	
              as tenants by the entireties

            	
                

            	 
      	
                

            	 
      	
                

            	
              (Cust)

            	
                

            	 
      	
                

            	
              (Minor)

            
	
              JT
      TEN

            	
                

            	
              -

            	
                

            	
              as joint tenants with right of survivorship

            	
                

            	 
      	
                

            	 
      	
                

            	
              under Uniform Gifts to Minors Act

            
	 
      	
                

            	 
      	
                

            	
              and not as tenants in common

            	
                

            	 
      	
                

            	 
      	
                

            	 
      
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	
              (State)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	
              UNIF TRF MIN ACT -

            	
                

            	 
      	
                

            	
              Custodian (until age ___)

            	
                

            	 
      
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	
              (Cust)

            	
                

            	 
      	
                

            	
              (Minor)

            
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	
              under Uniform Transfers to Minors Act

            
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      
	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	 
      	
                

            	
              (State)

            	
                

            	 
      


    

     

    Additional
abbreviations may also be used though not in the above list.

     

    
      	 
      
	
              For Value received, _____________________________ hereby sell, assign and transfer unto

            
	 
      
	
              PLEASE
      INSERT SOCIAL SECURITY OR OTHER

              IDENTIFYING
      NUMBER OF ASSIGNEE

            
	 
      
	
              ___________________________________________

            


    

     

     

    
       

       

      


    

    PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE

     

    ____________________________________________________________________________________________________________

     

    ____________________________________________________________________________________________________________

     

     

    _________________________________________________________________________________________________Shares

    of the
common stock represented by the within certificate, and do hereby irrevocably
constitute and appoint ____________________ Attorney to transfer the said stock
on the books of the within named Corporation with full power of substitution in
the premises.

     

    Dated
____________________

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                

            	
              X _______________________________________

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                

            	
              X _______________________________________

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              NOTICE:

            	
                

            	
              THE
      SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
      THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATEVER.

            


    

     

    Signature(s)
Guaranteed:

     

    BY
_____________________________________________________________________________

     

    THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.